| 5555 San Felipe (77056-2725) |
March 7, 2007 | |
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|
Jason Wynn, Attorney |
United States Securities and Exchange Commission |
Division of Corporation Finance |
100 F Street, N.E., mail stop 7010 |
Washington, DC 20549 |
Re: | Marathon Oil Corporation | |
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| Preliminary Proxy Statement |
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| Schedule 14A |
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| Filed February 20, 2007 |
Dear Mr. Wynn:
This correspondence filing is being made in accordance with our conversation on Tuesday, March 6, 2007. You called to inform me that the SEC had one comment on Marathon Oil Corporation’s preliminary proxy statement filed with the U.S. Securities and Exchange Commission on February 20, 2007.
In response to the SEC’s comment on our Proposal No. 5 (Amend our Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock), Marathon will add the following sentence to the proposal: “The Company has no current plans, written or otherwise, to issue these additional shares of common stock at this time.” As we further discussed, Marathon will make this disclosure in its definitive proxy statement.
Please call the undersigned at (713) 296-2535, if you have any questions regarding this submission.
Very truly yours, | |
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| /s/ Richard J. Kolencik |
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| Richard J. Kolencik |
| General Attorney and Assistant Secretary |
| Marathon Oil Corporation |
| 5555 San Felipe |
| Houston, TX 77056 |